Common use of Stock Option Clause in Contracts

Stock Option. Subject to approval by the Board of Directors, you will be granted, as of your Start Date, an incentive stock option under the COmpany's 1998 Stock Option Plan (the "Stock Option Plan") to purchase up to 757,813 shares of the Company's common stock, $.0001 par value per share (the "Common Stock") (or such greater amount, if any, which shall be equal to four percent (4%) of the common stock of the Company outstanding on the Start Date), at an exercise price equal to the then current fair market value per share of the Common Stock as determined by the Board of Directors, pursuant to a separate stock option agreement substantially in the form attached hereto as Exhibit A, with such changes as you and the Company mutually agree upon (provided, however, that to the extent any provision of such exhibit is inconsistent with an express provision contained in this Agreement, this Agreement shall prevail and the form of option agreement shall be appropriately revised). Notwithstanding the foregoing, if applicable tax laws or regulations limit the number of options which may be granted as incentive stock options, then the balance of such options shall be granted as "non-qualified stock options" and the company shall issue to you one or more separate non-qualified stock option agreements substantially in the form attached hereto as Exhibit B with respect to such options, with such changes as you and the company mutually agree upon (provided, however, that to the extent any provision of such exhibit is inconsistent with a express provision contained in this Agreement, this Agreement shall prevail and the form of option agreement shall be appropriately revised). Although the company and you intend that the stock options described above be in lieu of normal or other option grants through the end of March, 2001, the Board of Directors may at any time in its discretion consider you for possible future annual or other grants of options and commencing April, 2001, shall at least once during each year consider you for a grant of additional options.

Stock Option. Subject to approval by Upon or promptly following the Board of DirectorsEffective Date, you Executive will be grantedgranted a stock option, which will be, to the extent possible under the $100,000 rule of Section 422(d) of the Internal Revenue Code of 1986, as of your Start Dateamended (the “Code”), an “incentive stock option under option” (as defined in Section 422 of the COmpany's 1998 Stock Option Plan (the "Stock Option Plan") Code), to purchase up to 757,813 shares of the Company's common stock, $.0001 par value per share (the "’s Common Stock") (or such greater amount, if any, which shall be Stock in an amount equal to four percent (4%) 5.5% of the common stock Company’s capitalization of the Company outstanding as of the date of grant (calculated on the Start Date), a Fully Diluted Basis) at an a per share exercise price equal to the then current fair market value per share on the date of grant (the “Option”). The Option will be able to be exercised before it is vested, subject to the Company’s repurchase rights. The Option will remain exercisable (limited by the expiration date of the Common Option) to the extent then vested for three (3) months following Executive’s termination. Subject to the accelerated vesting provisions set forth herein, the Option will vest as to three forty-eighths (3/48) of the total number of shares subject to the Option as of December 1, 2005, and as to one forty-eighth (1/48) of the total number of shares subject to the Option on each monthly anniversary thereafter so that the Option will be fully vested on September 1, 2009, subject to Executive’s continued service to the Company as an employee, director or consultant through the relevant vesting dates. The Option will be subject to the terms, definitions and provisions of the Company’s 2004 Stock as Plan (the “Plan”) and the stock option agreement to be entered into by and between Executive and the Company (the “Option Agreement”) in the form reasonably determined by the Board Company, both of Directors, pursuant which documents are incorporated herein by reference. Executive’s exercise of any shares under the Option will be conditioned upon Executive executing any stockholders’ agreement or other agreement relating to a separate stock option agreement substantially in to be issued upon exercise of the form attached hereto Option as Exhibit A, with such changes as you and the Company mutually agree upon (provided, however, that to may reasonably require. For the extent any provision purposes of such exhibit is inconsistent with an express provision contained in this Agreement, “Fully-Diluted Basis” shall include (i) the total number of shares of Common Stock outstanding plus (ii) the total number of shares of Common Stock that would be issued upon conversion of any securities, rights, commitments, or other items described in the remainder of this Agreement shall prevail paragraph, that are convertible into Common Stock, including all preferred stock, stock options, warrants and other stock purchase rights then outstanding, plus (iii) the total number of shares of Common Stock that would be issued upon fulfillment of any binding commitments to issue shares of Company’s capital stock in existence as of the date of calculation and the form conversion of option such shares to Common Stock, plus (iv) any reserved but unallocated shares under any stock plan or other plan, agreement shall be appropriately revised). Notwithstanding the foregoingor commitment, if applicable tax laws or regulations limit plus (v) any commitment to increase the number of options which may be granted as incentive shares under any stock optionsplan or other plan, then the balance of such options shall be granted as "non-qualified stock options" and the company shall issue agreement or commitment. As a precondition to you one or more separate non-qualified receiving a stock option agreements substantially grant from the Company, Executive will be required to execute and deliver the Company’s Stockholders’ Agreement to which certain significant securityholders of the Company are required to enter into in the form attached hereto as Exhibit B connection with respect to such options, with such changes as you and the company mutually agree upon (provided, however, that to the extent any provision their holding of such exhibit is inconsistent with a express provision contained in this Agreement, this Agreement shall prevail and the form of option agreement shall be appropriately revised). Although the company and you intend that the stock options described above be in lieu of normal or other option grants through the end of March, 2001, the Board of Directors may at any time in its discretion consider you for possible future annual or other grants of options and commencing April, 2001, shall at least once during each year consider you for a grant of additional optionsCompany securities.

Stock Option. (a) Subject to approval by the Board of DirectorsSection 3(b) below, you will be granted, as of your Start Date, each Stockholder hereby grants to Acquisition an incentive stock irrevocable option under the COmpany's 1998 Stock Option Plan (the "Stock Option PlanOption") to purchase up a number of Existing Shares owned by such Stockholder or its Affiliates as set forth on Schedule I hereto opposite the name of such Stockholder (such Shares, as adjusted from time to 757,813 shares of time pursuant to this Section 3(a), being referred to as the Company's common stock, "Option Shares") at a purchase price equal to $.0001 par value per share 1.67 (the "Exercise Price") per share in cash net to the seller; provided, that in no event shall the aggregate number of Option Shares subject to the Stock Options granted by all Stockholders exceed an amount equal to 19.9% of the outstanding shares of Company Common Stock") (or such greater amount, and if any, which shall be equal the aggregate number of Option Shares subject to four percent (4%) the Stock Options granted by all Stockholders would otherwise exceed 19.9% of the common stock outstanding shares of the Company outstanding on the Start Date)Common Stock, at an exercise price equal to the then current fair market value per share of the Common Stock as determined by the Board of Directors, pursuant to a separate stock option agreement substantially in the form attached hereto as Exhibit A, with such changes as you and the Company mutually agree upon (provided, however, that to the extent any provision of such exhibit is inconsistent with an express provision contained in this Agreement, this Agreement shall prevail and the form of option agreement shall be appropriately revised). Notwithstanding the foregoing, if applicable tax laws or regulations limit the number of options which Option Shares subject to the Stock Options granted by all Stockholders shall be reduced, on a pro rata basis, so that the aggregate number of Option Shares subject to the Stock Options granted by all Stockholders will not exceed an amount equal to 19.9% of the outstanding shares of Company Common Stock. If at any time additional shares of Company Common Stock shall be issued so that the aggregate number of Option Shares subject to the Stock Options granted by all Stockholders would otherwise be less than 19.9% of the outstanding shares of Company Common Stock, then each Stockholder (pro rata in accordance with the Option Shares initially subjected to the Stock Options as set forth in Schedule I) hereby (i) grants to Acquisition a Stock Option on such further Existing Shares Beneficially Owned by such Stockholder as may be required to increase the aggregate number of Option Shares subject to the Stock Options granted as incentive stock optionsby all Stockholders to an amount equal to 19.9% of the outstanding shares of Company Common Stock, then the balance of such options shall be granted as "non-qualified stock options" and the company shall issue (ii) agrees to you one or more separate non-qualified stock option agreements substantially in the form attached hereto as Exhibit B with respect to exercise such options, with warrants or rights to acquire Additional Shares in such changes amounts as you and may be requested by Parent or Acquisition in order to obtain the company mutually agree upon result described in clause (provided, however, that to the extent any provision i) of such exhibit is inconsistent with a express provision contained in this Agreement, this Agreement shall prevail and the form of option agreement shall be appropriately revised). Although the company and you intend that the stock options described above be in lieu of normal or other option grants through the end of March, 2001, the Board of Directors may at any time in its discretion consider you for possible future annual or other grants of options and commencing April, 2001, shall at least once during each year consider you for a grant of additional optionssentence.

Stock Option. Subject to approval by the Board of DirectorsYou shall be granted an option, you will be granted, as of your Start Date, an incentive stock option under the COmpanyCompany's 1998 Stock Option Plan, to purchase 2,500,000 shares of the common stock of the Company, subject to the terms of the Company's Option Plan and such other terms as are set forth herein and in the applicable option agreement (the "Stock Option"). The Option Plan") to purchase up to 757,813 shares shall vest and become exercisable in four equal installments on each of the next six-month anniversary dates of this Agreement. The Option shall be exercisable at a price per share of $0.49, which was the average of the closing bid and ask prices of the Company's common stockstock on July __, $.0001 par value per 2000, the date on which the Option was granted, and shall expire five years from the date of grant. In the event of any inconsistencey between the terms of the Stock Option Plan and the terms of the Option as set forth in this Agreement (including, without limitation, treatment of the Option upon cessation of services), the terms of the Stock Option Plan shall control. The Company does not currently have sufficient shares available under its Option Plan or authorized in its charter to cover the Option. Accordingly, the Company will use its best efforts to obtain approval from its stockholders to increase its authorized shares, both under the Option Plan and in its charter, in an amount sufficient to cover the share issuances under the Option. Additionally, the Company will use its best efforts to register the exercise of this Option with the Securities and Exchange Commission on Form S-8. In the event of a Change in Control (as defined below), notwithstanding anything contained herein to the contrary, any portion of the Option that has not yet vested shall immediately vest and be exercisable by you within sixty days following the consummation of the Change in Control; provided however, that if you are requested to continue as a member of the Board following such Change in Control, only 50% of the Option will be considered vested and exercisable and the remaining 50% will become vested and exercisable six months thereafter. For purposes of this Agreement, a "Common Stock") (or such greater amount, if any, which Change in Control" of the Company shall be equal deemed to four percent have occurred if (4%i) there shall be consummated (x) any consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or pursuant to which the shares of the common stock of the Company outstanding on would be converted into cash, securities or other property, other than a merger of the Start Date), at an exercise price equal Company in which the holders of the common stock immediately prior to the then current fair market value per share merger have the same proportionate ownership of common stock of the Common Stock as determined by surviving corporation immediately after the Board merger, or (y) any sale, lease, exchange or other transfer of Directorsall, pursuant to a separate stock option agreement or substantially in all, of the form attached hereto as Exhibit Aassets of the Company, with such changes as you and or (ii) the stockholders of the Company mutually agree upon approve a plan for liquidation or dissolution of the Company, or (providediii) any person (as such term is defined in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, howeveras amended (the "Exchange Act") who is not currently an affiliate of the Company, that to shall become the extent any provision beneficial owner (within the meaning of such exhibit is inconsistent with an express provision contained in this Agreement, this Agreement shall prevail and Rule 13d-3 under the form Exchange Act) of option agreement shall be appropriately revised)50% or more of the outstanding common stock of the Company. Notwithstanding the foregoing, if applicable tax laws or regulations limit the number of options which may be granted as incentive stock options, then the balance of such options shall be granted as "non-qualified stock options" and the company shall issue to you one or more separate non-qualified stock option agreements substantially in the form attached hereto as Exhibit B with respect to such options, with such changes as you and event the company mutually agree upon (provided, however, that to the extent any provision definition of such exhibit Change in Control herein is inconsistent with a express provision contained the terms in this Agreement, this Agreement shall prevail and the form of option agreement Option Plan then such definition shall be appropriately revised). Although modified so that it is consistent with the company and you intend that the stock options described above be in lieu of normal or other option grants through the end of March, 2001, the Board of Directors may at any time in its discretion consider you for possible future annual or other grants of options and commencing April, 2001, shall at least once during each year consider you for a grant of additional optionsOption Plan.

Stock Option. Subject to approval by (i) Simultaneously with the Board of Directors, you will be granted, "Subsequent Closing" (as such term is defined in the Stock Purchase Agreement dated as of your Start Datethe date hereof by and among the Company and the Investors named therein, an incentive stock option under including the COmpany's 1998 Stock Option Plan Employee (the "Stock Option PlanPurchase Agreement")) to purchase up to 757,813 shares that occurs concurrently with the closing under the Asset Purchase Agreement dated as of the Company's common stock, $.0001 par value per share date hereof between the Company and AirTouch Services (the "Common StockAsset Purchase Agreement"), the Company shall grant to the Employee a stock option, intended (to the maximum extent permissible) (or such greater amount, if any, which shall be equal to four percent (4%qualify as an "incentive stock option" within the meaning of Section 422(b) of the common stock Internal Revenue Code of the Company outstanding on the Start Date)1986, at an exercise price equal as amended, and otherwise to the then current fair market value per share of the Common Stock be treated as determined by the Board of Directors, pursuant to a separate stock option agreement substantially in the form attached hereto as Exhibit A, with such changes as you and the Company mutually agree upon (provided, however, that to the extent any provision of such exhibit is inconsistent with an express provision contained in this Agreement, this Agreement shall prevail and the form of option agreement shall be appropriately revised). Notwithstanding the foregoing, if applicable tax laws or regulations limit the number of options which may be granted as incentive stock options, then the balance of such options shall be granted as "non-qualified stock optionsoption," to purchase a number of shares of Common Stock, $.01 par value, of the Company ("Common Stock"), subject to adjustment as provided therein, constituting 8.53% of the outstanding shares of Common Stock on a fully-diluted basis (determined on the basis of the aggregate number of shares of Common Stock then issued pursuant to the Stock Purchase Agreement and including the company shares of Common Stock issuable pursuant to all options granted under the Plan). The terms and conditions of such option shall issue to you one or more separate non-qualified stock option agreements be as provided in the Teletrac, Inc. Stock Option Plan, in substantially in the form attached hereto as Exhibit B with respect A to such options, with such changes the Stockholders Agreement dated as you of the date hereof among the Company and the company mutually agree upon other parties thereto, including the Employee (providedthe "Plan"), however, that to and as set forth in a definitive option agreement or agreements between the extent any provision of such exhibit is inconsistent with a express provision contained in this Agreement, this Agreement shall prevail Company and the form of option agreement shall be appropriately revised). Although the company and you intend that the stock options described above be in lieu of normal or other option grants through the end of March, 2001, the Board of Directors may at any time in its discretion consider you for possible future annual or other grants of options and commencing April, 2001, shall at least once during each year consider you for a grant of additional optionsEmployee.

Stock Option. Subject As an additional inducement to approval by render services during the Board Renewal Term from April 1, 1996 to March 31, 1997, the Company hereby grants the undersigned an option to purchase Two Hundred Seventy Five Thousand (275,000) shares of Directors, you will be granted, as common stock of your Start Date, an incentive stock option under the COmpany's 1998 Stock Option Plan Company (the "Option Shares") with such option exercisable at $.12 per share as soon as the Company has sufficient authorized shares to permit exercise. The Company agrees to execute a separate Stock Option Plan") to purchase up to 757,813 shares Agreement as soon as practicable. In the event of the Company's common stock, $.0001 par value per share (the "Common Stock") (or such greater amount, if any, which shall be equal to four percent (4%) of any change in the common stock of the Company outstanding on by reason of stock dividends, forward stock splits, reverse stock splits, spin-offs, mergers, recapitalizations, combinations, conversions, exchanges of shares or the Start Date)like or the issuance of shares of common stock or any class of securities directly or indirectly convertible into or exchangeable for common stock after the date hereof, at an exercise price equal the number and kind of shares subject to the then current fair market value per share of the Common Stock as determined by the Board of Directors, pursuant to a separate stock option agreement substantially in the form attached hereto as Exhibit A, with such changes as you and the Company mutually agree upon (provided, however, that to the extent any provision of such exhibit is inconsistent with an express provision contained in this Agreement, this Agreement shall prevail and the form of option agreement shall be appropriately revisedadjusted so that the undersigned will have the right to acquire the same equity percentage in the Company as he had immediately before the event. The Company will register the Option Shares with the Securities and Exchange Commission on a Form S-8 or other applicable registration statement as soon as the Company has sufficient authorized shares to permit exercise. Option Shares issued prior to registration will be done so only in reliance on exemptions from registration provided by Section 4(2) of the Securities Act of 1933 (the "Act"), Regulation D of the Act, and applicable state securities laws. Notwithstanding the foregoing, if applicable tax laws or regulations limit the number of options which may be granted as incentive stock options, then the balance of such options Such issuance shall be granted as "non-qualified stock options" in reliance on representations and warranties of the company shall issue to you one or more separate non-qualified stock option agreements substantially undersigned set forth in the form attached hereto as Exhibit B with respect Consulting Agreement, to such optionsbe updated upon exercise. If the foregoing is agreeable, please indicate your approval by dating and signing below and returning an original copy to me. Very truly yours, /s/ Xxxx X. Xxxxxxx --------------------------------------- Xxxx X. Xxxxxxx APPROVAL AND ACCEPTANCE READ AND ACCEPTED THIS 16th day of April, 1996, with such changes as you and the company mutually agree upon (providedan effective date retroactive to April 1, however1996. NUOASIS GAMING, that to the extent any provision of such exhibit is inconsistent with a express provision contained in this AgreementINC. XXXX XXXXXXX'X XX, this Agreement shall prevail and the form of option agreement shall be appropriately revised)INC. Although the company and you intend that the stock options described above be in lieu of normal or other option grants through the end of March, 2001, the Board of Directors may at any time in its discretion consider you for possible future annual or other grants of options and commencing April, 2001, shall at least once during each year consider you for a grant of additional options.By: /s/ Xxxx X. Xxxx By: /s/ Xxxx X. Xxxx -------------------------- ----------------------------------- Name: Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: President Title: Chief Executive Officer

Stock Option. Subject to the approval of the shareholders of the Company to be granted at its annual meeting in 2001 to increase the number of shares available for grant under the Stock Plan or such increase thereto or replacement therefor as the shareholders shall approve, as total and sole compensation for services rendered to the Company for the year 2000, the Board of Directors of the Company grants to the Executive at the strike price that number of qualified stock options under the Company's 1999 Stock Plan (the "Stock Plan") equal to $100,000 divided by the average of the closing bid/asked price of the Company's common stock (the "Strike Price") as reported on the NASD Bulletin Board on December 22, 2000, the date upon which the Company agreed to employ the Executive, the terms of which are reflected in this agreement. If for any reason this grant does not qualify as a qualified stock option for the purposes of the Internal Revenue Code, such grant shall be deemed to be the grant of the same number of non-qualified stock options under the 1999 Stock Plan. As partial compensation for services to be rendered for calendar year 2001 hereunder, the Board of Directors of the Company grants to the Executive, that number of qualified stock options under the Stock Plan equal to the difference between (x) 250,000 and (y) the number of options granted pursuant to the above paragraph; provided, however, that, to the extent the number of options granted pursuant to this paragraph exceeds $100,000 divided by the strike price of such options, such excess number of options shall be treated as non-qualified stock options. The Executive acknowledges having received a copy of the 1999 Stock Plan and is aware that it contains limitations on the number of shares, which may be disposed of by the Executive within certain time frames after exercise. The Board of Directors will permit the Executive to transfer his stock options, and to have such options exercised by, a trust of which the trustee and the form and substance are acceptable to the Board of Directors, you will be granted, as of your Start Date, an incentive stock option under the COmpany's 1998 Stock Option Plan (the "Stock Option Plan") whose consent to purchase up to 757,813 shares all of the Company's common stock, $.0001 par value per share (the "Common Stock") (or such greater amount, if any, which foregoing shall not be equal to four percent (4%) of the common stock of the Company outstanding on the Start Date), at an exercise price equal to the then current fair market value per share of the Common Stock as determined by the Board of Directors, pursuant to a separate stock option agreement substantially in the form attached hereto as Exhibit A, with such changes as you and the Company mutually agree upon (provided, however, that to the extent any provision of such exhibit is inconsistent with an express provision contained in this Agreement, this Agreement shall prevail and the form of option agreement shall be appropriately revised). Notwithstanding the foregoing, if applicable tax laws or regulations limit the number of options which may be granted as incentive stock options, then the balance of such options shall be granted as "non-qualified stock options" and the company shall issue to you one or more separate non-qualified stock option agreements substantially in the form attached hereto as Exhibit B with respect to such options, with such changes as you and the company mutually agree upon (provided, however, that to the extent any provision of such exhibit is inconsistent with a express provision contained in this Agreement, this Agreement shall prevail and the form of option agreement shall be appropriately revised). Although the company and you intend that the stock options described above be in lieu of normal or other option grants through the end of March, 2001, the Board of Directors may at any time in its discretion consider you for possible future annual or other grants of options and commencing April, 2001, shall at least once during each year consider you for a grant of additional optionsunreasonably withheld.

Stock Option. Subject Fein has been duly issued options to approval by purchase 27,000 ------------- shares of ABG's Common Stock, par value $0.001 per share (the Board of Directors, you will be granted, as of your Start Date, an incentive stock option under the COmpany"Option") pursuant to ABG's 1998 1997 Stock Option Plan (the "Stock Option Plan") to purchase up to 757,813 shares ). ABG does hereby represent and agree that, it has or will contemporaneously with the approval and execution of the Company's common stock, $.0001 par value per share (the "Common Stock") (or such greater amount, if any, which shall be equal to four percent (4%) of the common stock of the Company outstanding on the Start Date), at an exercise price equal to the then current fair market value per share of the Common Stock as determined by the Board of Directors, pursuant to a separate stock option agreement substantially in the form attached hereto as Exhibit A, with such changes as you and the Company mutually agree upon (provided, however, that to the extent any provision of such exhibit is inconsistent with an express provision contained in this Agreement, this Agreement shall prevail and (i) cause the form of option agreement shall Plan to be appropriately revised). Notwithstanding the foregoing, if applicable tax laws or regulations limit the number of options which may be granted as incentive stock options, then the balance of such options shall be granted as "non-qualified stock options" and the company shall issue modified to you one or more separate non-qualified stock option agreements substantially in the form attached hereto as Exhibit B with respect to such options, with such changes as you and the company mutually agree upon (provided, however, that to the extent any provision of such exhibit is inconsistent with a express provision contained in this Agreement, this Agreement shall prevail and the form of option agreement shall be appropriately revised). Although the company and you intend that the stock options described above be in lieu of normal or other option grants through the end of March, 2001, give the Board of Directors may at of ABG the discretion to allow specific options issued under the Plan to be exercisable sooner than 1 year after the date of grant, (ii) take all actions necessary to accelerate Fein's right to exercise the Options to a time prior to his planned resignation from the Board of Directors and (iii) take all actions necessary to approve and confirm that Fein's Options will not expire due to his resignation from the Board of Directors and to assure that such Options will otherwise be exercisable by Fein through April 20, 2003 in accordance with the terms of the Plan and the agreement under which his Option was provided. In the event that, subsequent to the Board of Directors approval of this Agreement and the modifications to the Plan, it is determined that the actions of the Board of Directors to modify the Plan in the manner set out above required Shareholder approval for any time such changes to the Plan by a determination of ABG's Shareholders (as evidenced by the shareholders vote to reject such changes to the Plan such that the Options are deemed not to be exercisable by Fein) or otherwise (the date of such determination being the "Determination Date"), ABG shall pay to Fein, within 10 business days after the Determination Date that sum which is equal to 27,000 multiplied by the amount by which (i) the highest 30 day average of the closing Bid and Ask price of ABG's Common Stock for the period from the date of this Agreement to the Determination Date, exceeds (ii) $2.70. The Board of Directors shall use its best efforts to avoid a determination that the actions of the Board of Directors to modify the Plan in its discretion consider you for possible future annual or other grants of options and commencing April, 2001, shall at least once during each year consider you for a grant of additional optionsthe manner set out above required Shareholder approval.

Stock Option. Subject to approval by On the Board of Directors, you will date Executive’s employment commences hereunder Executive shall be granted, as of your Start Date, granted an incentive stock option under to purchase 185,000 shares of common stock (the COmpany's 1998 “Initial Stock Option Option”) pursuant to the Xxxxxxx 2008 Equity Incentive Plan (the "“2008 Plan”). On the date upon which Xxxxxxx’x Board of Directors adopts a new Equity Incentive Plan (the “2013 Plan”), if Executive is still employed by Xxxxxxx pursuant to this Agreement, Executive shall be granted an incentive stock option to purchase 185,000 shares of common stock (the “Additional Stock Option”) pursuant to the 2013 Plan. The Initial Stock Option Plan") to purchase up to 757,813 shares and the Additional Stock Option shall each vest 25% over the next succeeding four years from the date of the Company's common stock, $.0001 par value per share (the "Common Stock") (or such greater amount, if any, which grant and shall be equal to four percent (4%) of the common stock of the Company outstanding on the Start Date), at have an exercise price equal to the then then-current fair market value per share of Xxxxxxx’x common stock as of the Common Stock award date. Each stock option will be evidenced by a separate award agreement that shall contain such terms and conditions as determined by the Board of DirectorsXxxxxxx, pursuant to a separate stock option agreement substantially in the form attached hereto as Exhibit A, with such changes as you and the Company mutually agree upon (provided, however, that including but not limited to the extent any provision of such exhibit is inconsistent with an express provision contained manner in this Agreement, this Agreement shall prevail and the form of option agreement shall be appropriately revised). Notwithstanding the foregoing, if applicable tax laws or regulations limit the number of options which may be granted as incentive stock options, then the balance of such options shall be granted as "non-qualified stock options" and the company shall issue to you one or more separate non-qualified stock option agreements substantially in the form attached hereto as Exhibit B with respect to such options, with such changes as you and the company mutually agree upon (provided, however, that to the extent any provision of such exhibit is inconsistent with a express provision contained in this Agreement, this Agreement shall prevail and the form of option agreement shall be appropriately revised). Although the company and you intend that the stock options described above shall become vested and exercisable, and that shall otherwise comply with the terms and conditions of the 2008 Plan or the 2013, as applicable. Notwithstanding anything herein to the contrary, it is the intent of the parties that such stock options shall become fully vested and exercisable, if outstanding, in the event that Xxxxxxx experiences a change of control and Executive’s employment is terminated pursuant to Section 3.01(d) or (e) of this Agreement within two years after such change of control, and that this intent will be reflected in lieu of normal or other any award agreement evidencing stock option grants through the end of March, 2001, the Board of Directors may at any time in its discretion consider you for possible future annual or other grants of options and commencing April, 2001, shall at least once during each year consider you for a grant of additional optionshereunder.”